My Little Avengers: Friendship is Marvelous
by Jedi Alex Colbent
Summary: When caught off guard by a sneak attack from Queen Chrysalis and a turned Prince Blueblood, what happens when the 6 Elements of Harmony cross paths with 6 of Earth's Mightiest Heroes? The answer: Anything and EVERYTHING. -Set 1 month after Equestria Girls and right after the battle for New York in Avengers
1. Chapter 1: The Arrival

**To answer my reader's questions, yes, I'm doing another MLP fic. I still plan on getting to OotB and I'm sorry this isn't something you wanted to see, but sometimes I just want to take a break and write something different for a change. I happen to LIKE the new G4 series because it's actually funny and has interesting characters. If you don't like it, fine. But that's NOT gonna stop me from writing something I wanna write anyways. I'm entitled to that. And this also has Avengers. So maybe THAT will give you enough reason to keep reading. To anyone else, here's a story that I think you'll enjoy.**

**Dsiclaimer: I do not own MLP or Avengers. They are the property of Hasbro, Lauren Faust, Marvel and Disney.**

**Enjoy!**

**My Little Avengers: Friendship is Marvelous**

* * *

******Chapter 1: The Arrival**

Equestria. A world that could just about fit every definition and description of a perfect utopia.

No pollution, no disease and any conflict that arose could be solved in about a day's time or less. There was probably one single word that best fit this Eden-like paradise: Harmony.

In fact, Harmony was what Equestria probably owed its prominent and peaceful nature to. All of the inhabitants of the land knew the six key components well: Loyalty, Kindness, Generosity, Honesty, Laughter and probably the most powerful and essential Element that held them all together, Magic. These six Elements of Harmony were what protected the world of Equestria for well over 10 centuries in the shape of what looked like ordinary pendants and jewelry. Often times, desperate circumstances forced the Elements to be taken on by normal citizen ponies who best fit the Element in question.

Oh, yeah, I forgot to mention, most of the "inhabitants" in Equestria are talking Technicolor ponies. Yes, **really**.

Maybe instead of a pointless onslaught of exposition that the majority reading could recite in their sleep, let's just cut straight to the story, shall we?

Twilight Sparkle, current bearer of the Element of Magic and next in line for the thrown of Canterlot had just returned from probably the most bizarre of adventures she'd ever gone on. Not only was she forced to travel to a completely new world on the opposite spectrum of her own, but it was inhabited by a strange and unfamiliar race of being called "humans." It probably didn't help that she was also forced to take on the shape and form of one, which resulted in a **plethora **of comedic miss-understanding and embarrassment from everyone around her and herself. But what truly took the proverbial cake was that certain individuals in this parallel world bore an almost identical appearance to her friends back home, from their hair styles and personalities, right down to the **exact same **name they had. After completing the task at hand in that world, she had to admit that she would miss all of her "new" friends very dearly.

"Though there's certainly one thing I'm not going to miss anytime soon." The purple Alicorn says to her friends while outside on a red and white picnic blanket. "Trading in **these **for **hands**." She finishes while raising her two front hooves. "I honestly don't know how Spike manages with those annoying little extensions of limbs. They get in the way most of the time and needing to use **all **five of them to pick up things... Thanks, but I'll take hooves and magic over those **any day**."

"Heh, try saying that to Lyra." The cyan and rainbow colored pegasus and Element of Loyalty named Rainbow Dash says in response. "Pretty sure she can think of a hundred good reasons as to why "all Ponies should have hands." She's a great friend, but I swear she needs counseling on that subject."

"On another note," The orange Earth Pony named Applejack adds trying to quickly change the subject. "Ah still find it a tad weird that the "people" you met while in that parallel-y inter dimensional land all looked and sounded like us. They even had all of our **exact **names."

"OOOH! If they were really just like us, maybe the me from the other world and the me from **this **world could come together and throw the **BIGEST **and **AWESOMEST **of parties in **BOTH **worlds! That'd be so so so so so so so so so so so so so so so so so so so so so so **SO **FUN!"

After her long and fast rambling, the Element of Laughter, a Pink and **VERY **hyper Earth Pony known to her friends as Pinkie Pie began to take a large breath of air to prevent loosing consciousness for the **3****rd **time this week.

"**TWO **Pinkie Pies in one spot? I think Equestria has its hooves full with just **one**, darling." Rarity, a beautiful and pure white Unicorn with long and flowing purple mane said.

One wouldn't guess by her attitude sometimes that she was the current bearer of the Element of Generosity. But her selfless and giving acts to even random strangers spoke for themselves.

"However, the thought of two of **me **would just set the world of fashion on edge! With twice the brilliant creativity and vision of my own, there wouldn't be a style left in all of Equestria that we couldn't design!"

"Just.. promise me I won't have to model any of them." Fluttershy, the timid, yet caring Element of Kindness said just above a whisper. "Unless you think they'd work on me, in which case, that's fine."

This results in everyone sharing in a good laugh amongst the six good friends.

Suddenly, the purple Alicorn pony feels a small hint of sadness and confusion creep up inside her. One thing she forgot to mention to **anypony **about her trip to "Earth" was the time she spent with a young boy named Flash Sentry. At first, nothing really out of the ordinary stuck out about him, but after spending enough quality time with him, she began to feel strangely different around him. It wasn't even clear until after she spent enough time alone once she got home to finally solve the puzzling enigma that plagued her mind: she had romantic feelings for him. At first, she found it a bit odd seeing as the two weren't even the same **species**, but then she thought back to her faithful assistant and surrogate brother... or son? Whatever. He had romantic feelings for one who was of a different species and she had managed to tolerate that. She wasn't entirely sure it would come to pass, but she still kept an open mind.

But that **wasn't **what gave her such a hard time at the moment. When she had just returned, she learned that **another **being who bore the name Flash Sentry also existed here in Equestria and that she actually met him a short while before embarking on her quest to Earth. He was **that world's **Flash's parallel double. Now she was truly torn if she should be liking the Flash of Earth or the Flash of **her **world. While she didn't get to know him as well as the other him, she had a feeling he'd probably be more or less the same. But then again, he was still another separate being, and if she began to feel the same feelings for the Equestria Flash, it'd feel as if she was pretending her experience on Earth with **its **Flash never happened. Which Flash was she destined to be with, if EITHER of them? Was there a difference? Would either accept being dumped for... themselves? It all gave Twilight the mother of all headaches.

"Hey, Twi." Rainbow Dash says to her amidst her thoughts. "You ok?"

"Huh. Y- yeah, I'm fine, Rainbow. Just... got a lot on my mind, I suppose."

"What is it, sugarcube?" Applejack asks joining in.

"Well, when I wa-" Suddenly, a searing pain erupts inside her head **three times **the size as before which causes her to cry out in pain.

"Twilight! What's w- AAGH!" Rainbow soon doubled to the ground in pain as the four others soon followed.

"Wh..at's... happening?!" Rarity manages to cry out in between agonized grunts.

"It's... some kind of... stunning spell." Twilight says in fragments. "A dangerous spell... that focuses... rage.. into the minds and bodies of others... in the form of pain... but who..?"

The searing pain that engulfed the six suddenly dissipates, leaving them all dazed and barely able to keep their eyes open. Twilight slowly manages to open her eyelids all the way as an all-too familiar being suddenly warps before them in a bright green flame that crackles and screams around them.

This being had an unruly seafoam green mane, a crooked black horn atop its head alongside a sort of plant like appendage with resembled something of a insect's antennae, a pair of clear and translucent wings upon its hard shell-like backside and hollow holes that ran all across its long and menacing looking legs.

"Good to see you again, Twilight Sparkle." The figure said in a voice that seemed to carry an unnerving hiss when it spoke. "Or do you go by "Princess" nowadays?"

"C.. Chrysalis... how... what..."

"Tsk tsk tsk. You should know better than **anyone **that I never accept defeat easily. Why, after you and your friends and family sent me and my Changeling hoard flying towards the outskirts of Equestria, I realized it'd take a more **subtle **approach to combat your logical and, dear I say, irritating way of thinking. So, I kept a low profile, donning one disguise after another, gathering enough strength from every pony I could find until I had enough power to feel confident enough to start learning how best to usurp you. It wasn't until a moth ago that a truly wonderful idea found its way into my brilliant head. If I can't outright **destroy **you, what better way to be rid of you than sending you away from this realm altogether?"

"No! You-"

"That's right, Sparkle. I know **all **about that little magical mirror that acts as a gateway to another world. I even had the pleasure of **visiting **it when I went after you through it."

"But... how? How was **no one **able to even see or sense you?"

"Really? Has your experience at Canterlot truly taught you **nothing**? Some pony Celestia chose to pass her throne to. I changed my appearance to mimic an ordinary guard of the Crystal Castle. But as for no one **sensing **me, as strange as it was, the less power I exerted and used, the better I was at staying hidden from you or your so called "blessed mentor." Everyone is going to try and swat down a hornet when it loudly announces itself to others, but a quiet and seemingly harmless caterpillar wouldn't cause anypony to bat an eyelash. It really is a pity that Sunset Shimmer didn't have it in her to best you once and for all, or I **might** have considered taking her under my wing. But I guess there **was **a reason Celestia chose to disband her as her protege': she was arrogant and young. Luckily for me, I am **neither**. Of course the factor of the mirror only being open for a select amount of time didn't help my prospects either. Even if I had made sure you stay put in that world, given enough time, it would simply reopen and allow you to come back. I needed to find a more **permanent **solution. And then it hit me. If there is one world that exists outside our own, who's to say they aren't **billions more**? But to even hope to **find **one of them, I needed a power source well beyond the one I possess now. And then I heard about your little run in with that hopeless fool named Trixie Lulamoon. And more importantly, the relic she used to almost destroy you."

"Then you should know that there's no way in Tartarus that you'll be able to get your filthy, slimy hooves on what you seek. Its location is known only to a handle of trusted individuals and nobleponies, including myself, and I'd sooner **die **than tell you it."

"As **fantastic **as that proposal sounds, it's rather unnecessary."

Just then, a dark reddish mist begins to form around the Changeling Queen's neck until it finally takes on the shape of a dark looking gray necklace in the shape of a triangle with a bright blood red gem place dead center upon it with the shape of a evil looking Alicorn protruding from above it.

"No way in Tartarus, you say? I beg to differ."

"N... No! How... who could have..."

Chrysalis then turns her head slightly to the right and calls out. "You might as well come out now. It'll be the last time you get to see them before they disappear forever."

Out from the behind the trees comes a face that Twilight could honestly say that she did not expect to be at Chrysalis' side. A pure white stallion with a gold-like blonde mane and two crystal blue eyes staring at Twilight with a sick look of delight clearly evident in both of them. Instead of his usually flashy and white attire, he sported a dark black collar with a deep blue gemstone upon its center forming what looked like an evil eye, accompanied by a long and flowing black cape.

"Greetings, your "Highness." Prince Blueblood said to her in his usually snooty tone, which now held a distinct sense of rage.

"Blueblood... why?"

"Shouldn't you already know? I would think someone as "intelligent and logical" as yourself would have figured it out by now. I was next in line for the thrown, I prepared my entire life waiting to become Equestria's next great ruler... until you came along. You are nothing but a filthy undeserving commoner who wouldn't even **be **here if my Aunt hadn't stepped in the way and chose to make you her student. How is that some some low-class no-name unicorn with no royal ties and training becomes a ruler when I had the right bestowed upon me the day I was born?! So naturally, when Chrysalis came to me with a proposition of sending you and your peasant friends to another dimension in exchange for ruling alongside me, I couldn't have said yes any quicker."

"You... you TRAITOR!" Rainbow Dash screams in anger at him. "We **trusted **you! **Celestia **trusted you!"

"Oh, don't act so surprised. I would have tried to overthrown her eventually if she put off my reign long enough."

The traitorous Unicorn then turns his gaze to meet that of a familiar white mare.

"And Rarity, it gives me great regret to have to banish you from this world. Despite the fact that you stood me up so rudely at the Grand Galloping Gala, I do admit feeling **something **for you that night. Maybe... if you renounced loyalty to your undeserving friend, you could rule aside me as my beautiful Queen. There would be **nothing **that you wouldn't have with you by my side."

After struggling to stand on her two front legs, Rarity responds by hocking a large wad of mucus dead on towards Blueblood's once smiling and now scowling face.

"**THAT **should be all the answer you need, your "Majesty." She says coldly.

"So be it. Alright, Chrysalis, I've gotten all I need."

"You might want to fasten yourself down, Blueblood. This next performance will be so big, you might very well get "blown away."

With that, the Changeling Queen draws upon the twisted and dark powers of the Amulet around her next, as it's evil energy travels up to her eyes turning them the same sickly red while her horn begins to glow of the very same. Behind the still wounded six ponies, a loud and thunderous crack echos right before a gaping black hole erupts in the air as a powerful wind-like vacuum appears to pull various objects and creatures into its pitch black emptiness.

The first to loose their grip is Fluttershy, who screams as high as her lungs could allow right before being sucked inside. Pinkie, Applejack, and Rarity soon follow, but Rainbow attempts to fly against the gaping vortex as fast as her wings could flap. Unfortunately, not even the fastest flier in Equestria's blue sky could escape a black as she too is forcibly wrenched inside.

The only reason Twilight lasted soon long was due to her grounding herself with her intensely powerful grounding spell, but even **that **was beginning to fail on her.

"It's over, Twilight Sparkle." Chrysalis mocks as she slowly makes her way towards the struggling young Alicorn. "I've won and you have failed. And I know how you so very much **hate **to fail."

The horrid Changeling then thrusts her right front hoof upon her, ultimately breaking her already dissipating grip and sending her hurtling towards the black hole.

"**NOOOOOOOOOOO!**"

The last thing Twilight could hear before she blacked out from the portal's intensely numbing pull was the echoing and insane laughter coming from Chrysalis' mouth, because she knew that at long last, with all 6 Elements of Harmony ridden from this world, Equestria was as good as hers.

* * *

Tony Stark never gave that much care to the thought of dying.

He'd always assumed he pass on in his comfortable king-sized bed surrounded by loved ones, or in **his **case, Pepper and Rhodey seeing as they were the only ones who counted. He did come **close **about a year or so back before he became bigger than God himself... well, **even more **so than before. But perhaps such a long time in the protection of his walking armored tank made him blind to the fact that behind it, he was still just a man.

And now here this man was, ready to die for the sake of the entire Earth in the hopes that it would stop what looked like the real life version of Independence Day. Only it looked **much better **and not as clichéd as Roland Emmerich made it.

(**Sorry, Mr. Emmerich, but the Nostalgia Critic was right. You could take the cheesiest 4****th**** of July commercials and they wouldn't look as forced as that film. I DO like Stargate though.**)

"Stark... you **know **that's a one way trip."

"Like you said, Cap: Sometimes there's not always a way out. Save the rest for the turn, J."

"_Sir... shall I try Miss. Potts?_"

"Might as well. And Jarvis... thanks... for everything."

"_It's been a pleasure, sir._"

The built-in cellular phone started to ring a couple of times before someone on the other line picked up. "_What the HELL do you think you're doing?! I'm watching you carry a NECLEAR WARHEAD, have you lost it?!"_

"Pep, I gotta do this or it's all over."

"_Do what? Wait... no. Tony, there's another way-_"

"**NO**, there **isn't**. Now look, I don't have a whole lotta free time so just please listen."

There was nothing but silence on Pepper's end for a good 3 seconds.

"I've made mistakes... **huge **ones, ones that very well make me certifiably crazy, but the one choice I will **never **regret for however long I may exist... was the day I hired you. **You **are the best thing that's ever happened in my life, Pepper. Not the company, not all the fame and money, not even this friggen suit...it's **you**. And... I love you. I.. I have never actually said that until now... but I'm glad I did."

As the distance between him and the portal began to lessen, Tony could swear he could hear the sounds of sniffling and crying on the other end of the phone.

"_I love you too. And you're the best thing that's ever happened in __**my **__life, Tony Stark. Even when everyone doubted you, I never did._"

Just as Pepper finished saying those tear-felt words, Tony was less than 30 feet away from the portal, ready to die to save the world, the universe... and her.

"Goodbye, Pepper... and thank you."

No less than a second after saying this, the image of the Invincible Iron Man vanished through the black hole above New York City. Tony could see the terrifying image of the Chitauri battleship out in space.

"_Earth says hi, motherf**kers_." was what he thought to himself as he let go of the 50 ton nuclear missile, letting it soar on towards its intended target.

The battle-cruiser then lit up with a fiery explosion that he thought would even put the Destruction of the Death Star in Episode IV to shame.

The lack of oxygen soon gave to Tony slowly loosing consciousness, but not before he gave way to what he assumed would be his last thoughts "_Pepper... Rhodey... Dad... thank you._"

* * *

"Tony."

Everything felt numb. Then again, **dying **could have that affect on a person.

"Tony..."

Personally, being dead actually felt a lot like a bad hangover: you were dizzy, tired, couldn't open your eyes, and it always felt like a ringing sound was always in your ear that wouldn't go away.

"For God's sakes, are you going to wake up anytime soon?"

The billionaire super-hero's eyes suddenly jolted open, but the sights he took in were not exactly why he'd thought the "Afterlife" would look like. If anything, Heaven looked a lot like his private residence back in California. Minus the fact that his dad was staring straight at him.

Hold on... his **dad **was staring straight at him? Wait, duh. Dead. How could he have forgotten so quickly?

Gaining his composure, he manages to speak the words "So how have you been?"

"What, no hug?"

"Sorry, dying kind of takes a lot out of a guy, especially dying via giant gaping black hole threatening to destroy all of humanity."

"I'm not even entirely sure if you **are **dead yet. All I know is you just suddenly pop up in here, everything changes around me and I feel like I'm in a weird episode of the Twilight Zone. Hey by the way, they still have that down there?"

"Ehhh... it kind of took a few bad turns. They made more Star Wars movies though."

"Oh really? How'd those go?"

"The last one, great. The two that came before it... not so much. Oh yeah and... thanks for leaving that film behind. Really helped me in a tight spot."

"I knew you'd figure it out. What kind of a "tight spot?"

"Well... long story short... I kind of needed the Arc Reactor to power my heart like a makeshift pacemaker and to say the least, Palladium in the chest isn't very good at keeping people alive."

"And so **that's **how you died."

"No, actually. I thought I just said that I died flying a metal suit of robotic armor I built while aiming a nuclear warhead at an alien battle-cruiser through a black hole. Kind of a bit of a step up. I actually solved that little dilemma a few ways back with the Vibranium I synthesized. Oh and uh.. you remember Anton Vanko?"

"I wish I **didn't**."

"Yeah, MAYBE not such a good idea having him deported as his crazy son vowed vengeance on **me.**"

"Huh... Didn't think of that. Then again, what sane woman would want to have a son with him?"

"Good point. Oh! Yeah, we found Captain America."

"Oh... I see."

"No, dad. He's **still **alive. We found him buried in the Arctic circle for almost 70 years."

"Wait... cryogenically sealed? Plucky son of a bitch! And he's still in peak condition?"

"Physically, yeah. But he's probably still adjusting to the whole "all the people you knew and loved are probably now dead and buried" thing. Makes Rip Van Wrinkle look like friggen Mother Goose."

"Yeah, I'll bet. What about the Tesseract?"

"Yeah, about that... you might have been better off just leaving it in the ocean. Shield got ahold of it, wanted to make weapons with it and... well, how do you think I got here?"

"Tony... I.. I didn't-"

"Don't apologize. You couldn't have possibly known it would involve me."

"So, are you a super-hero now?"

"Well... ish. I still try and run the company part time. I'm like Batman except with all that secret identity crap."

"Ok, so what I did wasn't smart, but revealing to the entire world that you man a human sized suit of armor **is**? Don't take this personally, son, but I'm surprised you haven't died **sooner**."

Tony raises a finger to retort, but soon lowers it realizing that what his father said held some truth to it.

"Yeah, you got me there. Is, uh... is mom here too?"

"Yeah. She often thinks of you. Wonders if you're doing ok. She'll be happy to see you again."

Suddenly, without warning, the entire room begins to shake as if an earthquake had just hit them.

"What the Hell's going on?!"

"Ahp, looks like you **aren't **dead after all. That sucks. I'll give your mom your best for you then."

"Wait, dad!"

"It's out of my hands, Tony. Looks like you still have some things left to take care of. Just try not to get yourself killed too often, alright?"

"Dad!"

"Love you, son. Never stop being you."

Just before Tony could say anything else, a loud and deafening roar is heard right before everything turns white.

* * *

Tony inhales a large breath of air as all of his senses come back to life at once.

"What the hell..."

Here he was back in New York, still in the same **lovely **state he left it in.

He notices Rogers, Thor and the Hulk standing around him as if he had grown a second head on the way down. Wait, **did **he?

"What just happened? Please tell me no one kissed me."

Rogers seems to hesitate his next few words right before saying "We won."

Thank God. Because if he had come back from the friggen dead to find out they **hadn't **won, he would be pretty pissed.

"Alright, hey, good job, guys. Let's just not come into work tomorrow. Let's just... take a day. You ever try Shawarma? There's a Shawarma joint about two blocks from here. I don't know what it is, but I wanna try it."

"We're not finished yet."

Right, how could he forget? Reindeer Games. Ok, first they would go put **his** psychopathic ass away for good.

"And then Shawarma after."

Then, as if the universe hadn't finished screwing him enough, a loud crack in the sky resembling thunder is heard. And then soon afterwards, another portal the size of the older one opens up.

"Ok, **REALLY?! **Are you serious?!"

"Agent Romanoff?" Steve calls through the microphone piece in his ear.

"_It's not the Cube! The device is already shut down and not responding! Whatever's making this is something completely different._"

Before the Captain could ask what else beside Loki and his evil space army could be causing this, as if he'd get an actual answer, he spots six individual shapes in the sky begin to fall out from the portal itself.

"Something's coming out!"

* * *

Up on the rooftop of Stark Tower, Natasha Romanoff had thought shutting down the inter-dimensional portal to outer-space would mean the end of their problems.

Yet here was yet **another **portal opening up not too far from the last.

Able to view the six falling objects, albeit with some squinting required, she could make out the shapes of what looked like human beings falling at a speed of at least 50 to 60 miles per hour.

"They're going to crash!"

* * *

Back on the ground, Captain Rogers military instincts suddenly took control as he sprint towards the closest falling shape. Lunging forward with his arms raised, he manages to catch it just in time before it impacts with the hard concrete ground below.

While he had spent his time with this, he could see everyone at work trying to make sure the rest were saved as well.

Hulk easily leaped in the air to grab something pink, Thor used his magic hammer.. thing.. to fly up and catch a bundle of purple and dark blue and luckily for Tony, all he had to do was just stand with his arms open and catch what he could clearly see as a young human girl with... rainbow colored hair?

* * *

Up above the four, two other shapes still continued to hurtle down towards the ground.

"Barton," Agent Romanoff called through her PA system. "Anytime now."

"_Hang on.. trying to get a good lock... THERE!_"

From a distance of at least 30 ft, she could see an arrow attached to a long leather rope impact with the side of a slightly damaged building to unfold a very long net right underneath where the two shapes fell. While one seemed to stay snug in place, the other literally **bounced **up from the force of the friction and was sent flying to the left straight towards... "Oh, s**t."

Natasha only had 2 seconds to react as she just barely managed to catch the object as it sent her back on the floor of the rooftop.

"Alright. I got... her."

Sure enough, she looked down and saw what had to have been one of **the **most beautiful girls she had ever seen. Even her long and curly, yet somewhat weird purple hair was absolutely stunning just to look at.

"Everyone else good?"

"_Yeah. This day certainly took a strange turn, Well, strang__**er**_."

* * *

From what Steve could gather, they had all saved 6 human girls from falling head on towards the ground.

Thor had saved one with purple and dark bluish hair, Hulk had one with enough pink on her head to make a grown man chuckle just looking at it, though Agent Barton said he had him beat in that department, Natasha had one with long and curly purple, Tony by far had the most bizarre with the girl he saved baring **every **known color on her head, and as for Steve, he by far had the most **normal **looking one.

He held in his arms a girl with bright blonde hair, freckles dotted around her entire face and a cowboy hat otop her head which for some reason didn't fly off from falling 500 feet in the air. Then something else occurred to the super-soldier about a few seconds later: aside from that one article of clothing, she had nothing else on her person, which promptly forced the naturally shy man to turn his head away in embarrassment.

"Yo, Cap!" Steve saw Stark heading towards him with one of the girls in his arms. "I see you finally caught a girlfriend."

"Very funny, Stark. How is she?"

"Breathing. Kind of remarkable for someone who feel at the height they did. I don't get the hair though. Did they just fall out from a hippie convention or something?"

The two Avengers turn to see Thor and the Hulk appear next to them.

"I do not think these girls are from Earth." The Asgardian Prince says outloud. "They may look like normal humans, but something about them leads me to believe otherwise."

"You mean **besides **the fact that they just fell out of a portal in the sky like the ones the Chitauri came through? And why are they all naked?"

"Stark!"

"Hey, I'm just saying, it gets weirder and weirder every second."

"Well, the sooner we get them back to base, the sooner we figure out where they all came from."

Suddenly, the one in Hulk's arms begins to stir ever so slightly as her eyes open up a bit. But upon seeing, well, **Hulk**, she soon looses consciousness in just 2 short seconds.

"Don't take it too hard, big guy, given what she's been through, I'd probably do the same." Tony says attempting to console the "giant green rage monster."

So the threat to all mankind brought upon by Loki's thirst for revenge had been stopped, thanks to the heroic actions of the Avengers. And here were 6 strange human looking beings that just fell from the sky that they knew pretty much **nothing **about.

The only question now: What the actual hell is going on?

**End of ch. A bit choppy, but it'll get better as it progresses. And while I understand giving Twilight clothes in Equestria Girls was pretty much MANDATORY for a kids show like theirs, I felt this was just a bit more centered in reality... well, as centered in reality as it can get. And also, they don't have all those weird-ass skin tones that look like the ones you'd see in Doug. I'm actually TRYING to be creative. Next ch, the Mane Six wake up to find themselves nowhere NEAR Equestria. What happens when they come face to face with the Avengers themselves? Do the words "confusion and social awkwardness" mean anything to you? And again, to my readers of my Star Wars fic OotB, the next ch is almost finished, so expect that very soon.**

_**JAC^_^**_


	2. Ch 2: The Meeting of Harmony and Marvel

**My MLP/Avengers crossover lives on. Applause from average MLP readers and weeping from some of my alerted readers who don't like MLP but still stay subscribed for Out of the Blue. If you don't like it, DON'T read or comment. If you do, feel free. **

**DISCLAIMER: **

**Loki: I have an army.**

**Tony: We have a Hulk, and own rights to any movies, merchandise, TV shows, etc.**

**Me: Yeah, I got NONE of that.**

**Tony: Huh. Sucks.**

**Enjoy!**

* * *

Chapter 2

The Meeting of Harmony and Marvel

To the entire world, Nick Fury, the figurehead of the international crime fighting government agency known as S.H.E.I.L.D., was one of ten most dangerous human beings you could ever hope to never cross paths with in a bad way. The ruthless and emotionless leader than took no nonsense and expected nothing else but pure perfection at any cost. And in most aspects, they were right. But despite all that, he had a conscience. Imagine that; a government affiliate that actually had a sense of right and wrong. What were the odds? Though often times, the figureheads **above **the figurehead made it seem like he was just as cold and careless as they were.

While Fury **was **technically in charge of the majority that chose to serve their country through S.H.E.I.L.D, even **he **had a boss. The Council was a select group of 12 individuals that even **he **wasn't allowed to see the faces of. (**Yet I was able to see them perfectly fine in Avengers. Trouble with lighting, maybe?**) They in turn reported to the UN. Yet despite the fact that they helped lead an organization dedicated to serving and protecting the interests of mankind, they seemed like your typical US senator: greedy, two-faced and willing to sacrifice **millions **to save their own cowardly hides. Even when Fury outright **refused **to drop a nuclear strike upon New York to end the threat of the Chitauri invasion, as if **that **would have done any good to begin with, they simply went over his head and had the order carried out anyways. If it wasn't for the giant, walking man-sized metal tumor he called Tony Stark, New York would most likely be nothing more than a smoking crater right now. So much for looking out for humanity.

Even if they could claim they had to stop them from advancing on the rest of the planet, they had proved that they were willing **kill**, that's right, **KILL**, innocent men, woman and children to do so. He then thought back to what Loki said a day earlier when Agent Romanoff was "interrogating" him for information.

"_You lie and kill in the service of liars and killers. You pretend to be separate, to have a set of codes, something that makes up for all the horrors. But they are apart of you, and they will __**NEVER **__go away."_The man may have started a planetary war all for the sake of revenge, but he'd be lying if he said that his words didn't hold some merit. And then his mind flickered back to Agent Phil Coulson whom Loki personally stabbed through the chest with his scepter. Christ, was **that **going to need some time to get straightened out. (**Insert reference to Agents of S.H.E.I.L.D here.**)

"Director." Fury was soon brought back out of his thoughts by **another **one of his best agents and Coulson's acting replacement, Agent Maria Hill.

"Status update, Agent Hill?" He asked of her.

"Yes, sir. We've just received word that all of Loki's ground forces have been detained and or terminated and that Captain Rogers and his team have just brought in Loki themselves."

Fury, for the first time in a while, let lose a sigh of relief at hearing this. The threat to the Earth was over... at least for the time being.

"Good to hear, Maria. Any word on the casualty rates or survivors?"

"We're still attempting to get a fixed amount sir, but we have gotten reports of survivors already being evacuated to a S.H.E.I.L.D sanctioned safe zone for treatment and protection."

"Very good."

"And sir... there's something else."

This caught the Director's utmost attention. "Define **something else**, Agent Hill."

"As soon as the portal created by the Tesseract was sealed off, another portal opened up above New York. But **unlike **the previous one, this portal, as far as Dr. Selvig can determine, was **not **powered by the same energy source."

"And I'm assuming something came **out**?"

"Yes, sir. According to what Captain Rogers and the rest of the Avengers can confirmed, they appeared to be six... very **strange **young girls."

Now this **certainly **tipped the already strewn scale in weird and bizarre stuff happening of late.

"Asgardian?"

"We're not sure, sir. Though they do fit the part of looking alien... or at least using **WAY **to much hair dye."

"And their current status?"

"Rogers and his team are keeping a watch over them in the med-bay now, sir."

"Tell them I'll be there shortly."

"Right away, sir."

As soon as Agent Hill had departed to do so, Fury promptly buried his face deep in his right hand's palm while giving out a stressful groan.

"_Why couldn't this crazy s**t just have ended today with Loki?_"

* * *

Dropping out of consciousness can have the effect of feeling like wandering through a hazy, foggy field where everything looks as if it's swirling and spinning around constantly.

And then, voices could be heard saying something along the lines of "What brought them here?" And "What are they?" And for some reason "Why a cowboy hat? Seriously, **that's **about the most random part of this entire encounter."

"Stark! She's coming to."

Slowly, her eyes brought themselves to open up as the filly's mind struggled to fix itself of the perpetual dizziness from being flung through a literal black-hole.

"Agghh.. what the hay..." She spoke with a clear Southern dialect.

"Huh. Guess that explains the hat."

"Who said that?!"

Finally, the haze inside Applejack's head soon cleared as she took a quick look at her surroundings: a plain white colored room that bore the resemblance of an infirmary inside a hospital with six odd creatures starring directly at her with curiosity and confusion. Though they all dressed from semi-normal to just plain weird, they all seemed to have flat looking faces bearing hairless looking skin, hair similar to mane on top of their heads and stood on two legs**. **

Naturally, being in a strange room with even **stranger **looking creatures elicited the following reaction: "**AHHHH! WHAT THE HAY IS THIS?! WHAT'S GOING ON!**"

Steve was the first to try and resolve this situation. "Miss! Please calm down! No one here is going to hurt you. Everything is alright."

Despite the bizarre and crazy situation she found herself in, Applejack felt that something about the voice of the "being" dressed in an outfit even Rarity in her wildest, sleep-deprived insanity wouldn't design that gave her the feeling that she could trust... him? It **sounded **a lot like a colt's voice, so that's what she was going with.

"Wh.. who are you?"

"My name is Captain Steve Rogers. Do you mind telling us **yours**?"

"My name is..."

"Applejack..."

The filly's head turned to her right where she had heard the familiar voice of her friend come from. But the source, being the stirring form in the white-sheeted bed next to hers **definitely **was off in a few areas.

While she definitely had what looked like her trademark bright violet and dark blue mane on her head, everything **below **it was the same as the creatures who she woke up to.

"Tw- Twilight?" The "filly," if that indeed what it was, she still wasn't sure, slowly rose up into a sitting position, but all the while causing the sheet covering her to slip down and expose her... bare upper form. Pretty much everyone in the room turns their heads away in embarrassment, especially Steve, who was about less than 10 feet away, as "Twilight" simply asks "What?"

It only then hit her as to who, or rather, **what **she was talking to as she looked to down to see two hands in the place of hooves as well as two "other" things. She then gives out a loud yelp while attempting to cover herself back up while muttering "Not **this **again!"

"Err... Twi? Ahm guessin' that's really you in there, but what in the name of Equestria is goin' on here?"

"Wait, you just said "Equestria," right?"

"Yeah..?"

"Ok, good. So it's the you from **there **and not... here."

"**Here**? **There**? Twilight, just tell me what the hay is going on!"

"I'm sorry, but her name is **Twilight**?" Tony says interrupting the "filly's" outburst. "You serious? Were her parent's huge Stephanie Myer fans or something?"

Applejack didn't have a clue as to what the red and yellow armor wearing creature meant, but apparently her friend **did **as she now bore an unamused frown on her face.

"**No**. My name is not in a reference to **THAT**, thank you very much. That isn't literature; that is **pornography**."

"Huh. I like her already." Agent Romanoff voices off to the far right of the room.

"Ok... still, out of curiosity, what would your full name happen to be?" Tony then asks the teen.

"Umm.. Twilight Sparkle?"

This results in the billionaire super-hero literally **falling over **on the floor sprawled out in hysterical laughter.

"**IT'S **_**NOT **_**FUNNY!**"

"Oh, c'mon, it **IS**! Twilight AND Sparkle? That's even **BETTER!**"

"Umm, not to interrupt what Ahm sure is a funny joke that Ah don't get in the **least**, but Ah still wanna know what's going on here." Applejack says while facing her friend.

"Well, remember when I traveled to Earth and wound up changing from a pony to a human?"

"Yeah, but... wait..." Applejack then takes a look towards the end of her front legs, if she could still **call **them legs, and like Twilight, notices 5 weird looking appendages sticking out of what should have been her hooves. "Well... this is weird."

"Ok, back it up. I heard "traveled to Earth," but "changing from a pony to a human?" Tony says soon picking himself off the floor. "**PLEASE **tell me you all heard that and that I'm not hearing things from falling through space a while back."

"**I **heard."

All heads turn to the back of the group where Thor then made his presence known after listening for quite some time.

"You **did **just say "Equestria" a few moments ago, did you not?" He says facing Applejack.

She soon replies with a quick nod.

The Norse God of Thunder turns to meet his fellow Avengers before saying. "I know where these six now come from."

"You **do**?" Practically **everyone **in the room said, save for the 4 others who remained unconscious.

With a nod, Thor continues. "Back on Asgard, the Bifrost allowed us safe passage to **countless **worlds beyond our own. One of them happened to be a peaceful and carefree land infused with magic and inhabited by... for lack of a better word, ponies. This world was known to its citizens as Equestria. Three types of pony are the norm: The common Earth Pony who's skilled specialized in tending to the land and nature around them, the Pegasus or Pegasai, if used in plural, who were winged masters of the sky who controlled the weather, and lastly, the Unicorn, who's magical horn allowed them great mastery over spells and incantations used for both great good and evil. And then there's **one other **select group: The Alicorn Pony. A combined amalgam of **all **three breeds who usually serve as the lands ruling class, and in most cases prove to be the most powerful of all their kind."

"And you know all this because...?" Dr. Banner soon inquires.

"Because I've **been **there."

"You have?" Twilight says not really in the form of a question, but more due to shock that Equestria had extraterrestrial visitors once in its history.

"Not for a thousand years or so, but yes. The last I left it, an Alicorn Princess named Celestia had just dealt with the betrayal of her younger sister Princess Luna. She was forced to seal her inside Equestria's moon after her transformation into the being called Nightmare Moon, which declared to bring an eternal night upon the planet. Sadly, I now know all too well the pain of having to combat against one's own family."

"I'm... sorry to hear."

The Thunder God nods in compliance while trying not to dwell on the thought of his brother's attack. "But enough of my plights. Tell me, what brings you six here to Midgard? Or **Earth**, more specifically?"

Applejack soon replied "A dirty, no good changeling Queen and a royal traitor, **that's **who."

"It's kind of a long story." Twilight adds.

The sliding doors at the back of the room soon open to reveal a new face: one with dark colored skin, an eye-patch across the left eye and a look that would even make Fluttershy's infamous "Stare" seem minuscule in compassion.

"We've got time." The new darkly dressed human said.

Applejack suddenly realized something felt amiss about her. Using her new hands to feel the top her head, she quickly discovered what.

"WHERE'S MAH HAT?! IT WAS RIGHT HERE BEFORE WE GOT- OH NO! WHAT HAPPENED TO IT?!"

"Calm down!" Steve soon said pulling something brown and leathery out from under his chair. "It's right here. Sorry for the scare, I just wanted to make sure nothing happened to it."

The super-soldier then hands it back to its rightful owner who quickly places it back on top of her head where it belonged.

"Whew. That was a close one. Thanks... err... Steve, right?"

"Yep. No problem at all, Miss Applejack."

"Really worried it might have been destroyed on the trip here. This here hat's the only keepsake ah have left of my daddy. He... passed away when I was only 3."

"Oh... I'm really sorry."

"Ah, shucks, no need to apologize, partner. Nothing anyone could have done. Still, I'm glad I have something to remember em by."

"Yeah, I know the feeling. I didn't know my parents that well before they died."

Just before the now human Element of Honesty could try and console him, a loud groan could be heard on the bed placed to the far left.

"What's with all the racket? I've got a headache the size of an Ursa Major and the last thing I need is..."

Rainbow Dash soon stopped her small temper tantrum to observe her current surroundings? "What the..."

Soon, three collective groans are heard from the other three ponies-turned-humans as they all soon wake up, the first of which is one with light-pink and neatly combed hair starring back at the rainbow colored one with nervous teal-blue eyes.

"Rainbow Dash?"

"Fluttershy?"

"Rainbow Dash?"

"Pinkie Pie?"

"Pinkie Pie?"

"Rarity?"

"Rarity?"

"Fluttershy?"

"Rarity?"

"Rainbow Dash?"

"Rarity?"

"Twilight?"

"Twilight?"

"Rainbow Dash?"

"Ok, **PLEASE STOP!**" Agent Barton soon yells amongst the random shouting of each other's names.

The rainbow-haired teen soon remembers where she was and, to all of the Avengers, Applejack and Twilight's shock and embarrassment, jumps straight out of her bed in a defensive position.

"Who are you creatures and what did you do to us?! Do you work for Chrysalis?! What is she planning to do to the Princess?!"

Tony, all while trying to face her with his eyes averted, heads towards her while saying "Easy does it, Skittles. We haven't done **anything**."

"Wait, **Skittles**? What the hay are you- never mind! You better quit lying and start talking or this is one Rainbow you're **not **gonna wanna taste!"

"Ok, so you made a "Taste the Rainbow" joke yet you don't know what Skittles are? Ok, I take back what I said about Taylor Swifthoof over there, **THIS** is the weirdest part about this whole experience!"

"Uh... that doesn't look anything LIKE Taylor Swifthoof, pal. Well, ok, you DO have the same blonde hair, AJ, but her coat's a lemon yellow and yours is CLEARLY orange-"

"AH GET IT, Rainbow! Now stop trying to attack the guy and listen to em! He and the rest of these here fellers had NOTHING to do with what Chrysalis did to us!"

"You POSITIVE about that?"

"Yes we are!" Twilight adds. "And also Rainbow Dash... you may wanna get back in your bed."

"Uhhhh... why?"

"I can think of two or three reasons why."

"STARK!" Natasha screams at the GREATLY insensitive joke her teammate just made.

"What?! She CLEARLY doesn't know what I'm talking about!"

"**What **don't I know that you're talking about?"

"Rainbow... remember when I told you how I learned that humans wear clothes for reasons **different **from why we do?"

The rainbow-haired girl appears to think it over for 2 seconds right before making a face of total shock and horror and staring down at her changed form to confirm what she had already feared.

* * *

**On another part of the Helicarrier...**

Two agents work on an incomplete house of playing cards on a spare glass table during their scheduled break.

(**Yes, this is REALLY happening.**)

"You ever wonder when Fury's gonna make good on that 3% raise he promised us?" One asks his co-worker.

"**3%**? Joss, after what just happened today with New York nearly getting nuked to ground zero, we deserve a **25% **raise... and a **month's **worth vacation!"

"That reminds me, whatever happened to the guy who fired the missile that Stark used to stop the aliens?"

"Well, and this is info I snagged after listening in on Hill, since he was acting under orders from the Council, he couldn't register his actions as "out of line" since it was given by his own superiors."

"Oh."

"But he DID turn him over to the custody state of New York for due processing since not only did he almost nuke it, he was caught in possession of marijuana right after he landed."

"Huh... no wonder he always seemed to be giggling for no reason. Well, you got the last card?"

"Eyup! Took us 3 and a half hours to build, but our first House of Cards is finally-"

"**AHHHHHHHHHHHHHHHHHHHHHH!**"

This high-pitched female scream causes the agent to swing his arm out of reflex, not only sending their house of cards flying everywhere, but causing him to topple over to the metal floor with a loud resounding thud.

"I **REALLY **hate our job, Joss." He says in pain.

"Yeah, me too, Mac. Me too."

* * *

Once the situation in the med-lab was resolved and everyone was **properly clothed**, Tony decided it would clear any awkward-ness if they gave their six guests a tour of the Helicarrier while explaining to them who they were and what exactly it was that they did. And when he went over the detail of being a well known genius billionaire super-hero in a kick ass robotic suit, Rainbow Dash, still given the nickname of "Skittles," dropped any per-existing suspicions about him and simply kept asking question after question about what it was like being a super-hero. While Twilight gave the occasional inquiry to him about how his suit functioned, Applejack and Steve found it irritating and aggravating as all Hell/Tartarus.

"Usually, it's **Pinkie Pie **that gets me to this level of ticked. But hearing Rainbow go on and on and on about how awesome and cool Tony's fancy metal suit just makes me wanna' yank my mane out."

"Heh, believe me, I get what you mean. Does Rainbow ever go on a long winded speech about how cool and talented she is?"

"...How did ya'll know that?"

"Because **that's **pretty much allwe've ever heard out of Stark since the moment we've all met him." Agent Romanoff adds. "Textbook Narcissism" doesn't even **begin **to describe his ego."

"Well, if you ask me, I think Mr. Stark needs to take a step back from all of his "luxurious assets" and learn what it means to live with less." Rarity voices among the three of them.

"REALLY? This coming from the pony who went on an outdoor camping trip and felt like she needed to bring pretty much EVERY luxury to make herself feel like she was at home? You wanna be the pot or the kettle here, Rare?"

"ANYWAYS..." Twilight immediately says trying to change the subject before a large fight escalated whilst turning towards Director Fury. "So S.H.E.I.L.D's basic function is to monitor the whole of Earth for potential threats to its security. I imagine it must be difficult maintaining a presence in so many countries all at once."

This earns a somewhat sarcastic scoff from Fury's mouth. "Some job of protecting our planet WE'VE managed to pull off lately."

"Wait, what do you mean?"

"You'll see when we reach the bridge."

The large group make their way down the long hallway towards two black double doors which soon automatically open in response to their close proximity. The sight beyond them was unlike ANY the six ponies-turned-humans could ever imagine. Hundreds of uniformed agents all wandering about the truly astounding and amazing technological marvel that was the bridge of S.H.E.I.L.D's main and mobile headquarters. All the pieces of high-tech machinery and tools scattered across the area had Twilight, and to her surprise, even **Rainbow Dash **wide eyed and amazed.

"Wow..." was all the Element of Magic could manage.

Then it was Rainbow's turn to utter something in disbelief. "This... is so..."

"**AWESOME!**" The piercing sound of Pinkie's hyper and excitement induced squeal had just about everybody covering their ears for risk of permanent damage, **especially **Agent Barton.

The next 25 seconds simply consisted of Pinkie zipping from one piece of machinery to the next shouting "OOH, look at that thing! NO WAIT, look at **that** thing! OH WAIT, look at **this** thing! SO MANY THINGS!"

Her eyes soon widened with the usual 5 second gasp of hers as the caught the sight of a big red button lying right in the middle of the main console.

"Oooh, what's this do?"

But before her new hands could reach it, she felt a larger and **stronger **one latch on to it just a inch before it touched down. Turning her head quickly, she saw Agent Barton on the other end of said hand looking as if he was about to burst a vein through sheer irritation.

"Don't. Touch. **Anything**. Got it?" He said in a completely serious tone right before letting go of her hand.

"Pshhh. Fine, fine. But can you blame me? This is all so unbelievably super awesomely FUN!"

"And here I thought **Stark **got on my nerves. This is like the **Nirvana **of annoying."

"Oh, that's so nice of you, Barton." Said billionaire replied making his way towards the front of the bridge along with the others. "But yeah, he's kind of got a point, Jigglypuff. You might wanna keep your... newly existent hands to yourself when around here. Just **half **of what this flying tank's carrying can turn even the largest city into, well..."

Turning to where he pointed, the six girls look towards the large glass window that occupied the dead end of the room and all gasped at the sight before them: a city not unlike Manehattan with a good majority of its structures and roads torn apart with rubble, wreckage and countless other signs of destruction as far as they could see.

"Wh... what happened?" Twilight asks being the first to manage to speak.

"My brother happened." They all turn towards Thor who bears what had to have been one of the most grief and sorrow ridden expressions Twilight had ever seen.

"Do you mean Loki?" Pinkie Pie asks, with everybody soon turning their heads in shock towards her knowing his name before anyone had even mentioned him.

"How do you know of him?" The Asgardian Prince quickly asks the pink-haired girl.

"Yeah, Pinkie. I haven't even heard of this "Loki" until now."

"Of course you haven't, Twilight. That's because Loki, Thor and most of the tales of Asgard are told as ancient myths and fables. My Granny Pie used to tell me and my siblings stories about them all the time. There was Thor, a powerful pegasus pony with the ability to summon thunder and lighting without even needing to touch a cloud, Loki, a sneaky but fun Unicorn capable of creating all sorts of magical pranks and surprises, and then there was their father Odin, who was supposedly a **male **Alicorn. Though I gotta say my favorite out of all is Loki. He's like the ultimate **MASTER **of fun and mischief. Where do you think the Loki in my "Okie Dokie Loki" comes from?"

"Ok... but that still doesn't explain why Celestia has never even mentioned inter-stellar beings like Thor and his brother to me. I mean, I'm her most trusted student. Why wouldn't she let eve **me **know?"

"Dunno. But maybe it's to protect Equestria from **other **worlds besides Asgard from doing to it whatever did THIS to that city over there."

"Hm, you **might **be on to something Pinkie. But Thor, getting back to that, why **did **Loki do all of this? This goes well beyond simple mischief and pranks."

Thor is silent for a good 9 or 10 seconds before finally answering.

"I suppose this all started a year or so ago, when it came time for me to be crowned the new King of Asgard. Back then, I was still arrogant and vain with my powers and fame. I acted recklessly and put my friends, family and possibly all of the Nine Realms in danger simply because I refused to stop and think. Our people were in a stalemate with the Frost Giants of the world of Jotunheim."

A loud snicker is then heard amongst the group listen with Thor soon learning its source being a grinning and giggling Rainbow.

"Dost that **amuse **you, Dash of Rainbow?"

"I'm sorry, it's just... Jotunheim? That's not a planet, that's the sound a mountain climber makes when they make it to the top. Why would they make up a name that sounds so "silly?"

"This "silly" world is home to one of the most dangerous races in all of existence whom nearly decimated the Earth a little short of 2000 years ago had it not been for my father. It's a barren and ice covered tundra that even the bravest of warriors know better than to mock."

This soon causes the Rainbow-haired teen to quickly change her composure in just a few short seconds. "I'm sorry."

Thor soon nods to show no harm had been done as he continues.

"My father, Odin Allfather, had managed to defeat the Frost Giants and claim the source of their great power, the Casket of Winters. He sparred them on the grounds that they never attempt to start war upon any of the Realms again, and we in turn swore no Asgardian would set foot on Jotunheim since that day. And then, when I was about to crowned King, two lone Frost Giants managed to sneak into a heavily guarded vault of my Father's strongest weapons in an attempt to take back the Casket. While they were defeated, I was positive that Laufey, their ruler had sent them in hopes of restarting the war, and was convinced to seek him out on Jotunheim for answers, despite my Father's order not to break the truce."

"So you went there anyways?" Twilight asks.

"I did. And not only did I receive no concrete answer, my friends and brother would have surely been killed if my Father hadn't come there after us. And even though he tried to reason with Laufey that these were only the actions of a reckless boy, he declared that his people and mine would go to war once again. Once we returned home, my father stripped me of my title and power and banished me to Earth to live in exile. And, for a reason I still haven't been able to comprehend to this day, he sealed the power within my weapon Mjolnir with an enchantment to only allow one worthy and without selfish intentions to wield it and sent it to Earth along with me."

"Wait, is Mjolnir that awesome looking hammer you're holding?" Rainbow asks pointing towards the flat stone held together by a sturdy wooden handle the Thunder God held in his hand.

"Yes it is. It was supposedly forged within the heart of a dying star."

"Whoa... "

"Indeed. Without it, I felt as if I had lost **a part **of myself. Part of my own identity."

"W...what happened after you arrived on Earth?" Fluttershy soon speaks up.

"I met a girl by the name of Jane Foster. A researcher studying the cosmos and also the disturbances made it the stars when my people use the Bifrost to travel between Realms. At first, I treated her, like most people of Midgard, as second-class, unevolved and unversed peasants who couldn't even travel beyond their own moon, much less to other worlds. But something about Jane made me realize how arrogant and selfish I acted almost all my life. She wasn't simply another absent minded human. She was intelligent, kind, attentive, and... very beautiful. She almost reminded me of... of.."

"Reminded you of **who**?" Twilight asked him.

"Of Celestia."

"You **knew **Celestia? I mean I knew you knew **of **her, but you got to know her on a personal level?"

"Of course. I often made frequent visits to Equestria with my brother to spend time with her and her sister, though with Loki, he was always the one spending the most time with Luna. I think I remember a time when she showed him how she brought out the moon and stars to begin the nights of the land, how his praises and compliments of her work seem to make her happier than even her own sister had ever seen. And of course, she shared in a good number of mischievous fun along with him, like dipping Celestia's horn in blue colored ink, freezing the floor I walked on with ice to cause me to slide around... the list goes on a bit, but you get the idea."

"Huh... they sounded pretty close." Twilight says. "It actually makes me wonder how she still felt enough resent to turn into Nightmare Moon."

"Or how Loki went from such a fun loving guy to somehow who could... do something like **this**." Rainbow adds pointing towards the window.

"Yes. Though I didn't even have the sense to notice at the time, Loki **always **felt as if he was second best compared to me. I was the popular, good-looking brother who had all the women swooning before me, while he always stuck to his books and seem to look on in my shadow. It was only after learning that **he **was responsible for letting the Frost Giants into Asgard that he held onto more contempt and jealously than I had imagined."

"What was the point of doing that in the first place?" Rainbow soon asks.

"From what I could gather, he wanted to draw them into a false sense of security that they had an ally behind enemy lines. Also, by that time, my father had fallen into a deep and perpetual slumber from which he could not wake. Loki took up the thrown in his absence and proposed to Laufey that he'd let him and his soldiers into Asgard so that they could take the Casket back... and slay my Father while he slept."

Naturally, this results in six individual gasps of shock before Thor could continue.

"**BUT**... it turned out, as it were, a ruse as Loki soon slew Laufey before he had the chance to do so. He then attempted to use the Bifrost to **destroy **Jotunheim itself in retaliation of their attempt on his life."

"Which **he **set up." Rainbow Dash snakingly adds. "He planned all of that so that he'd have a reason to wipe the Frost Giants off the map so that he'd impress his dad with what a "good job" he did."

"Impressive, Dash of Rainbow. You are much more mindful and quick-witted than I had thought."

"Thanks. And it's **Rainbow Dash**, Thor. Not "Dash of Rainbow" or anything too royal-like."

"Very well. As I had said, before Loki attempted to destroy them, I had managed to return home thanks to my friends AND with the power of Mjolnir returned to me. I'll go over how that happened later. I had managed to push my brother back, as he truly never could best me in combat, but by the time I could, the bridge was dangerously close to its intended goal. I knew that there was only one option left: I had to destroy the Bifrost itself."

"**Destroy **it?" Twilight uttered in shock.

"Yes. And I managed to do so, with the blast from said destruction creating sort of a black-hole like abyss with Loki and I nearly being sucked in had my father not awoken in time to catch us. But once he had shown his displeasure towards Loki's whole scheme, he willing let go and fell into the void. And afterwards, the majority of Asgard have been stranded there for over a years time now."

"But wait," Twilight interjects. "If that's true, than how are you here on Earth right now?"

"I suppose I owe that to the same way my father banished me to Earth. As Loki had proved, the Bifrost was not the **only **way in or out of Asgard. There were secret passage-ways and routes that not even our all-seeing gatekeeper Heimdall is aware of. And I suspect that's how Loki found his way here as well."

"I still don't understand what would drive Loki to go so far as to betray his own family." Fluttershy once again comments from the back of the group. "I understand that he felt sort of left out and not as appreciated, but **nobody **could use that as a justification for what he did to his own flesh and blood."

"Actually, that isn't quite accurate." Tony says to her.

"What do you mean?"

"You wanna fill them in yourself, Thor? You pretty much told your whole life story up until this point, you might as well tell them everything."

After a while contemplating, he figured Stark had a decent point.

"Very well. I **did **over look a small detail that took place after the battle of Jotunheim. My father had ventured deep into Laufey's territory and found something he had not expected: a lone baby Frostling, stranded and left alone with no one to care for it. From what I had heard, Frost Giants have a sort of practice of leaving the smallest of their young out in the wilderness as they only desire the largest and therefore **strongest **as their warriors."

"That's awful!"

"Indeed, yes. And it was a mere coincidence that the infant my Father found there that day was of Laufey's own blood. He then decided to raise the child among his own so that not only would he have a loving family, but perhaps one day he could serve as a resolution to both our people's feud."

Twilight finally puts two and two together. "Loki. That child was Loki, wasn't it?"

Thor simply nods in response. "However, when Loki found out, he was furious towards Father for keeping his heritage a secret for so long, feeling he was nothing more than another stolen relic to be kept away or worse, a monster that all would grow to fear. This remark was what caused him to fall into his "Odinsleep" to begin with, along with everything else that had occurred not too long ago."

"Which means... Loki essentially **murdered **his own biological father in cold blood. It's not that I feel bad for Laufey based on the terrible things he's done, but... to strike down one's own kin **willingly**..."

"I feel just as sickened as you do, Twilight Sparkle."

"So why **did **Loki decide to attack Earth?" Rainbow Dash asks turning slightly towards the war-torn city outside.

"I think it's pretty obvious by now, Rainbow." Twilight responds.

"**How**? What could this planet, no offense to you guys though, possibly have that Loki could remotely care about?"

"Maybe it wasn't what **he **cared about, Rainbow Dash." Rarity chimes in. "It was more what **Thor **cared about."

It then clicked inside as to what they all meant.

"Jane." She says in realization while turning to face the Asgardian Prince. "This is her home; the place where you were taught humility and compassion... and Loki wanted to spite you for what you did to him by taking it away."

"Correct. And he nearly **succeeded **if not for the heroic efforts of my friends here."

"Some did a **bit **more than others though." Tony boasts while earning several head shakes from Steve and Nick and eye rolls from Natasha and Clint. "What? I never called anyone out by name. For all you know, I could have just given one of you a compliment and you **still **would have thought I was being a narcissistic jerk."

"Stark, don't try and play the innocent card here, we **all **know you were just bragging about the stunt with the missile." Steve quickly counters to his egotistic partner.

"I risked my own life to save about the whole planet, didn't I?"

"That doesn't mean you get to shove it in everyone's faces!"

"**AS I WAS SAYING...**" Thor speaks with a voice that made Luna's Royal Canterlot voice sound like a whisper in compassion. "Loki was beaten and apprehended. He currently rests within S.H.E.I.L.D's custody until I can safely return him home with me. Once back on Asgard, it is my father who will ultimately pass judgment for his actions here, as he used something born of Asgard to nearly ensure his victory."

"And what would **that **be, if you wouldn't mind me asking?" Rarity says to the tall muscular prince.

"It goes by many names; The Cosmic Cube being one of them. Though I've always heard it be referred to as the Tesseract. Imagine a device in the shape of a cube small enough to fit into the palm of your hand... or **hoof**, and containing enough raw energy and power to bring about an era of peace or one of complete destruction."

"But you got it back from him, right?" Twilight asks soundly a little bit unsure.

"Yes, we did. But I only wish it had been **sooner**. While drifting in space, Loki stumbled upon a vast an **extremely **dangerous army of creatures called the Chitauri. From tales exchanged throughout generations of Asgardians, these beings were **second **only to the Frost Giants in terms of brute force and cruelty, conquering too many worlds to keep count of. Earth was to be their next target, but only because it held something of value to them, something Loki apparently knew the location of long before he had met them. From what I can piece together, he proposed an alliance for the sole purpose of conquering Earth simply to spite me in exchange for the Tesseract."

"So he was just willing to give a weapon as dangerous as that to a race **just as **bad all for the sake of revenge?" Rainbow shouts in anger. "What was he thinking?! If monsters like those got their hooves.. or is it claws? Whatever. If they had gotten ahold of it, what would have stopped them from taking over **any other **world they came across? They could have very well found **OURS **with enough time! Did **THAT **ever occur to him?"

"Yeah, I don't think he even gave half a damn about that." Tony says butting in. "Though personally, I think he was completely stupid if he actually thought they wouldn't just give him the ax after they got the Cube. Would **you **trust creatures that just fell from outer spac... wait, disregard that last bit, I mean creatures that fell from outer-space that look like rejects from Star Trek."

"What the hay is **that**?"

"Uh... never mind, that's a pop cultural lesson for another day."

"Is it in the same boat as **Skittles**?"

"Not quite."

At that moment, Director Fury cleared his throat loud enough for everyone present to turn their heads in his direction. "Now that we've brought you up to speed with what's happening **here**, maybe we should figure out how to get you six back to **your **home."

"Wait, didn't you say you've traveled to Earth before?" Natasha says to Twilight. "What's stopping you from repeating the same process from your last visit?"

"Well, the last time I arrived here, it was through the use of a magic mirror that acted as a portal to the reverse of **our **world's version of Canterlot. The only problem is that it can only be used once in every thirty moons, which roughly adds up to well over a year's worth in days. Plus, I'm beginning to wonder if this really **is **the same planet I landed on from before. You have the "Internet" as well as many other familiar things, but I've **never **heard of a global peace keeping force quite like S.H.E.I.L.D until now."

"Yeah, you're probably dealing with an Earth that's actually part of the greater multiverse, Bella." Tony says walking up to her. "It states that **every **possibility imaginable exists along with worlds to accompany them. Some are only slightly different, and some are **LARGLY **different. The Earth that you landed on first is probably the one closest to your home in appearance and distance, while **ours **is probably further away in both aspects."

"That's... **incredible**! There are literally **endless **amounts of worlds out there to visit and explore? If we ever had the ability to travel to any of them. That would be just... wow. Oh, and by the way, **stop **making jokes about my name."

"Hey, I can't help it that it's the world's biggest opening for a Stephanie Myer joke."

"Ya know, even though I **like **you Tony, I would have to kindly recommend you listen to her." Rainbow says to him. "You wouldn't still be making jokes about her if she had her Element with her."

The Rainbow-haired girl's choice of words prompts Thor to do a **complete **180 as he faces her with shock evident in his eyes. "Did you just say her **Element**?"

"Yeah, she's the bearer of the Element of Magic."

"How can that be? When last I left, Celestia was in possession of **all six **of the Elements of Harmony shortly after banishing Nightmare Moon."

"Well, there's a story behind that which kind of involves **all **of us." Twilight soon answers. "I guess I should start at the beginning."

"They **do **say it's a great place to start." Tony adds with a smirk.

"Shut up."

* * *

**One skipped explanation later...***

* * *

"And after Luna had been freed from the Nightmare's influence, the Elements of Harmony were passed down to the six of us. Rainbow Dash obtained Loyalty, Rarity gained Generosity, Pinkie Pie had gotten Laughter, Fluttershy took on Kindness, Applejack's was Honesty and like Rainbow had said before, I gained the Element of Magic. Since then, we've had to battle against a **large **number of crisis' including taking back the Crystal Empire from King Sombra, foiling an attempt made by Queen Chrysalis to overthrow Canterlot and even battled against a re-awakened Discord."

Thor's eyes suddenly widened with absolute fear upon hearing that one name be uttered. "D-**Discord **was awoken?"

"I take it you've met him before?" Rainbow asks him.

"Unfortunately. Both my brother and I frequently ran into him during our visits for quite some time. He often attempted to coerce Loki into joining him with his chaotic insanity. But even **he **knew back then that Discord's idea of fun could end with great disaster. I also speculated that he didn't dare risk the safety of the world his friend Luna called home. Our last encounter with him ended with Celestia and Luna sealing the Draconious with the Elements and turning him to stone. We had managed to pose as a distraction while they prepared to do so, but I'd imagine you won't find **that **part mentioned in any public records. It must have taken a **great **amount of focus and will to best a creature as slippery and sneaky as he."

"You're pretty much right on that one. He nearly tore our friendship apart by tricking us into behaving the **exact opposite **of our Elements. It was only thanks of Twilight here that we ever came out on top."

"Thanks, Rainbow, but if Princess Celestia hadn't re-sent me all of my letters about friendship to remind me of all the lessons I had learned, I don't think we'd even be here today."

"And you know the really **weird **part about all this?" Rainbow says speaking again. "Even after we put a stop to Discord, Princess Celestia eventually decided to try and have us **reform **him and make him see the benefits of friendship."

"WHAT? Surely you jest!" Thor says in protest. "Discord is a two-faced, backstabbing serpent that would sooner cause panic and mayhem of which to simply observe in leisurely glee than attempt to seek **true **friendship!"

"**YOU TAKE THAT BACK!**"

The thunder wielding Asgardian finds himself turning to face the source of the high-pitched and very angry yell directed towards him, only to find the **last **possible he'd ever assume it would have come from.

With Fluttershy gazing towards him with a stare that could unnerve even **his father**, Thor soon found his inner composure giving way to unconditional fear and nervousness.

"Discord may have been a troublemaker before we met him, and maybe in a sense, he **still is**, but don't you **DARE **imply that he cares nothing for true friendship! Maybe if ponies a thousand years ago had simply just given him a chance, he might have thought twice about causing random chaos at others expense."

"F- Forgive me, Fluttershy," Thor says to her while **trying** to regain his composure. "But why is this so important to you?"

"Because **I **was the first real friend Discord ever made. The first pony that ever looked past his pranks and antics to actually **try **and be his friend. And eventually, it worked."

"It did?"

"Yes." Twilight says to the Asgardian. "After Fluttershy's compassion reached him, Discord was set free to his own devices and since then hasn't **once **caused any chaos near the amounts he used to, or in the **ways **he used to that could inadvertently bring harm to Equestria. He had **truly **been reformed."

"I... I would truly liked to believe that. Perhaps it's my past experience with him that triggers my doubts about it, but... with the sheer unconditional kindness that Fluttershy seems to give to just about **anyone**, I admit that if anyone could bring Discord to understand friendship, it would be **her**."

Turning to face the light-pink haired girl, Thor's face gives a genuinely sorrowed and guilty expression. "I... apologize for my remark before, Fluttershy. If what you say is indeed true, then perhaps I should at least give Discord the benefit of the doubt and judge him by what he is **today** rather than what he **used to **be."

"It's alright. I can understand why you'd be angry. I have to admit, even **I **got a little frustrated with his behavior when we first started out."

"That **does **make me curious to see how he is today."

"Assuming we ever find a way back, that is." Thor turns his blonde haired head towards the pony-turned-human who uttered such words now facing towards the view of the gigantic window up front.

"What makes you speak in such a way?" He asks her.

"The fact that Chrysalis, a mortal enemy to the safety of our nation, our **world**, had managed to discover magic powerful enough to transcend the boundaries of time and space that I, Princess Celestia's most prized student and successor, only learned of when it was two seconds too late."

"And you are just resigning yourself to defeat **already**?"

"I never said **that**. I'm concerned that like the **last time **I visited a new world I knew nothing about, I can't use any of my magic. And **unlike **last time, I don't have my Element with me to fix that."

Giving this predicament some lengthy thought, a solution struck the Asgardian's mind as if it were one of his own thunderbolts. "Pathways."

"I'm sorry, what?"

"Hidden pathways! That's how my brother managed to find his way here to Earth when the Bifrost was destroyed. What if Chrysalis was simply was alerted to such a pathway when she took possession of the Alicorn Amulet, and used a spell that allowed instant travel through it?"

"I suppose that would make sense. But how are we going to attempt to..." It suddenly dawned on the pony-turned-human where the Demi-God was headed with this. "Asgard. If a pathway was opened on Equestria that sent us here..."

"Then perhaps with some luck, my Father will be able to reopen it."

"Thor, that's brilliant!"

"I appreciate your praise, Twilight. But when we travel home, there must be one other that takes immediate precedence."

Twilight catches on quickly to what, or rather **who **Thor referred to. "Right. I forgot about the fact that Loki needs to answer for his crimes against this world."

"Then if we are to leave soon, we must fetch him. If... you wish not to accompany me towards his cell-"

"No, no. It's fine. Maybe seeing someone from Equestria will remind him of what he once was and how far he's fallen."

"I can only hope."

"Lead the way then."

Thor proceeds towards the exit of the main bridge with Twilight following close behind.

"Humph. There's nothing redeemable in that snake's heart." Agent Barton said to himself with **very **evident anger in his throat.

Turning his head just slightly to his right, he jerks back a bit to find Pinkie Pie staring intently at him. "Can I help you?"

"I think I know what you're problem is."

"I'm sorry, my **problem**?"

"Yeah. You're too serious all the time. I've only known you for just a few hours, but you seem like one of the most stoic, uptight and UN-fun pon- I mean **people **I've ever met."

"Being employed as a spy/assassin doesn't exactly require optimism and fun. I'll get the occasional thrill of battle, especially alongside a comrade, but the kind of fun **you **speak of stopped for me at age seven."

"Well then, I'll just have to **fix **that, won't I?"

"Excuse me?"

"You heard me, Hawky. I'm making it my personal mission as long as I'm here to make sure you end up having at least **one **happy and fun moment that I'm able to witness."

"Oh, and I suppose to this end, you're going to just stalk me everywhere I go, right?"

"How did you already know that? You **really are **a world class secret agent!"

With a groan, the S.H.E.I.L.D agent looks to face Dr. Banner and says "Hey Bruce, is it too much to ask "the other guy" to put my in a coma right now?"

* * *

At first, Jane Foster didn't ask too many questions as to why government officials arrived at her door step with an offer to help consult at an observatory all the way up in Tromso, Norway. The pay was considerable, the plane-ride **beyond **first class with enough in-flight movies and meals to shut Darcy up for 5 and a half hours, (**Seriously, that character gets on every single one of my nerves. It's like if Daria finally grew a personality beyond boring and pessimistic, but turned out to be EVEN WORSE than she was before.**) and just about as peaceful and uneventful a trip could get. And then, about a day later, she turned on a TV in her private hotel room to find images of giant aline warships attacking New York city with several individuals shown fending them off, one in particular that caught her eye.

"_Figures S.H.E.I.L.D went behind my back and kept this a secret._" She thought angerly to herself. "_I get that saving the world is a big deal, but at least let me know what's happening rather than have me find out __**this way**__. I'm the one who initially discovered the existence of beings from another realm with my years of hard work and research, and I haven't __**once **__been brought up to speed on what's been happening with him._"

And as if she wasn't frustrated and annoyed enough, Darcy came in through the main door with **dozens **of boxes and bags from her endless twenty four hour shopping spree.

"Can you believe they have an Apple store all the way out here? I mean, yeah, all the music's in Norwegian, but still, that's prett-"

The five seconds of blissful silence must have occurred from her glancing towards the TV that Jane's face still stared at like a vigilant hawk.

"Woah..." And there it went.

"This is like Battlefield Earth, only in real life and not suckish."

Before Jane could turn to face her "friend" and completely lose whatever ounce of sanity and self-control she had left, a faint explosion from outside drew her attention toward the window. Looking outside, a large cloud of dust could be seen looming over a giant crater just a few feet from the hotel parking lot. Jane wasted no time dashing right out of the room with Darcy quickly following on her tail.

Once outside, she ran with every step her feet could muster towards the smoking hole embedded into the ground. Once near enough, she could make out the sound of a faint moan coming from inside. As the smoke began to clear, the image of a curly blonde haired man came into view, more view than Jane personally wanted to see as she quickly took off her bulky winter coat to cover his body with.

"Hey, you ok?" She asked him.

"Uggh... that two faced Chrysalis... when I get my hooves on her..."

This certainly felt familiar to her.

* * *

**End of Ch 2. **

**Joss and Mac are references to Joss Whedon and Big Macintosh. I'm tired right now, so I don't feel like typing out any more details right now. So, yeah. Later**

_**X_X JAC**_


End file.
